-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T1ZJIBt9sxlBTDksHJy9OQFwfuJL7iahYkxrfCG2yvci+hI4ouEvyI7Cmrqu5bfg uWJxzk0HaCLifalF4SMjOg== 0001019687-07-003737.txt : 20071105 0001019687-07-003737.hdr.sgml : 20071105 20071105091742 ACCESSION NUMBER: 0001019687-07-003737 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071031 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071105 DATE AS OF CHANGE: 20071105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Integrated Healthcare Holdings Inc CENTRAL INDEX KEY: 0001051488 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060] IRS NUMBER: 870412182 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23511 FILM NUMBER: 071212454 BUSINESS ADDRESS: STREET 1: 1301 N. TUSTIN AVENUE CITY: SANTA ANA STATE: CA ZIP: 92705 BUSINESS PHONE: 714-434-9191 MAIL ADDRESS: STREET 1: 1301 N. TUSTIN AVENUE CITY: SANTA ANA STATE: CA ZIP: 92705 FORMER COMPANY: FORMER CONFORMED NAME: Integrated Healthcare Holdings DATE OF NAME CHANGE: 20040816 FORMER COMPANY: FORMER CONFORMED NAME: FIRST DELTAVISION INC DATE OF NAME CHANGE: 19971216 8-K 1 ihh_8k-103107.txt INTEGRATED HEALTHCARE HOLDINGS, INC. ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): OCTOBER 31, 2007 INTEGRATED HEALTHCARE HOLDINGS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) NEVADA 0-23511 87-0573331 (STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER OF INCORPORATION) IDENTIFICATION NO.) 1301 NORTH TUSTIN AVENUE, SANTA ANA, CALIFORNIA 92705 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) Registrant's telephone number, including area code: (714) 953-3503 -------------------------------------------------------------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ Item 7.01. Regulation FD Disclosure. On October 31, 2007, Memorial Health Services (MHS), a not-for-profit health care system with hospitals in Los Angeles and Orange Counties, announced that it has selected Integrated Healthcare Holdings, Inc. (IHHI) to purchase its 224-bed facility in Anaheim. A copy of this release is furnished as Exhibit 99.1 to this report. The information in this Current Report on Form 8-K is being is provided under Item 7.01 of Form 8-K and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. 2 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. EXHIBIT NUMBER DESCRIPTION - -------------- ----------- 99.1 Press Release: Memorial Health Services Announces Sale of Anaheim Memorial Medical Center 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: November 5, 2007 INTEGRATED HEALTHCARE HOLDINGS, INC. By: /s/ Steven R. Blake -------------------------------- Steven R. Blake Chief Financial Officer 4 EX-99.1 2 ihh_8k-ex9901.txt PRESS RELEASE EXHIBIT 99.1 PRESS RELEASE: Memorial Health Services Announces Sale of Anaheim Memorial Medical Center FOR IMMEDIATE RELEASE For information, contact Rhoda Weiss 562-335-6332 Memorial Health Services Announces Sale of Anaheim Memorial Medical Center ANAHEIM, Calif., Oct. 31, 2007--Memorial Health Services (MHS), a not-for-profit health care system with hospitals in Los Angeles and Orange Counties, announced today that it has selected Integrated Healthcare Holdings, Inc. (IHHI) to purchase its 224-bed facility in Anaheim. IHHI, a partially physician-owned publicly traded hospital management company, owns and operates four hospitals in Orange County with a total of 770 beds, 2787 employees and 1725 active physicians. These include Western Medical Center in Santa Ana, Western Medical Center in Anaheim, Coastal Communities Hospital in Santa Ana and Chapman Medical Center in Orange. IHHI has agreed to maintain current levels of hospital services at Anaheim Memorial, as required by the California Attorney General, including the acute care hospital and emergency department. In addition, IHHI has committed to invest capital to improve Anaheim Memorial's infrastructure and technology. MHS announced in July 2006 that it would be exploring options of a partnership or sale of Anaheim Memorial Medical Center as part of its strategy to meet demands for future growth, new technology and required seismic retrofitting at its other Southern California hospitals, as well as to pursue other strategic opportunities. These hospitals--Long Beach Memorial Medical Center, Miller Children's Hospital in Long Beach, Orange Coast Memorial Medical Center in Fountain Valley and Saddleback Memorial Medical Center in Laguna Hills and in San Clemente--are experiencing sizable increases in numbers of patients served, physician referrals, new programs and services, market share and community growth. These medical centers--serving more than 3 million people--are filling critical community needs as either the area's major tertiary provider; the region's only designated children's hospital; the sole community hospital; or by being located in communities experiencing significant growth. The current bidding process was led by Citigroup Global Markets, a financial services firm that represented MHS in the process that just concluded. IHHI's bid was the highest of all received, with a total bid of $68,000,000. IHHI is also committing to a capital investment of $28,750,000 into the hospital to benefit the community following the close of the sale. "Consistent with the goal of maintaining high quality medical services in the Orange County market, MHS developed criteria to assist in the selection of the final bidder," explains Barry Arbuckle, PhD, President and Chief Executive Officer of Memorial Health Services. Criteria included the purchase price for AMMC and associated assets, a commitment to maintain acute care and emergency services, a commitment to maintain the provision of charity care at historic levels, experience in hospital operations, adequate financial resources to purchase and operate the hospital assets, and a commitment to the Anaheim community and hospital campus. "I'm pleased that IHHI was selected to acquire such a highly regarded institution like Anaheim Memorial Medical Center," says Bruce Mogel, IHHI Chief Executive Officer. "We will continue to offer patients in Orange County access to quality care that is the hallmark of our other facilities. IHHI plans to hire substantially all of Anaheim Memorial's current employees and work with its medical staff during the transition," adds Larry Anderson, IHHI President. "We intend to improve Anaheim Memorial by adding needed technology and other capital improvements. These include new and upgraded diagnostic imaging services and technology, an electronic medical record system, enhanced and improved operating rooms, a new endovascular surgical suite, better parking facilities and more." MHS anticipates filing the notice of the sale with the California Attorney General's office before Dec. 1. -----END PRIVACY-ENHANCED MESSAGE-----